Moncef Slaoui
About Moncef Slaoui
Dr. Moncef Slaoui, age 65, joined the Arcturus Therapeutics Holdings Inc. board in June 2024 and is designated independent under Nasdaq rules; effective July 1, 2025, he will become Chairman of the Board . He holds a Ph.D. in Molecular Biology and Immunology from Université Libre de Bruxelles and has deep vaccine industry leadership experience including senior roles at GSK and service as chief advisor to the U.S. Operation Warp Speed during COVID-19 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline (GSK) | Chairman, Pharmaceutical R&D; Chairman, Vaccines; Head, Worldwide Business Development; various R&D leadership roles | 1988–2017 | Led global R&D and vaccines strategy |
| Operation Warp Speed (U.S.) | Chief Advisor | May 2020 – Jan 2021 | Accelerated COVID-19 vaccines/therapeutics program |
| Medicxi | Partner | Jul 2017 – Mar 2021 | Venture capital leadership in biotech |
| University of Mons | Professor of Immunology | 1984–1988 | Academic immunology expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vaxcyte (NASDAQ: PCVX) | Director; Chairman | Jul 2017 – Mar 2021; Chairman May 2018 – Mar 2021 | Public company board experience |
| Moderna | Director | Jul 2017 – May 2020 | Public company board experience; mRNA competitor |
| Lonza Group | Director | Apr 2020 – May 2020 | Public company board experience |
| Galvani Bioelectronics (GSK/Verily JV) | Chairman of the Board | 2016 – Mar 2021 | Strategic JV governance |
| ALTESA Biosciences (private) | Director | Current | Private biotech board |
| ZephyrAI (private) | Director | Current | Private biotech/AI board |
Board Governance
- Independence and leadership: Slaoui is affirmed independent; he will become Chairman effective July 1, 2025, succeeding Dr. Peter Farrell .
- Committees: Current committee memberships are Audit (Barlow, Holmes, Markels; chair Barlow), Compensation (Marquet, Marantz, Barlow; chair Marquet), and Nominating & Corporate Governance (Holmes, Marantz, Markels; chair Holmes). Slaoui is not listed on any committee in the 2025 proxy .
- Attendance: Arcturus’ board held six meetings in 2024 and each director met at least the 75% attendance threshold for board and committee meetings served .
- Risk oversight: Audit oversees accounting/reporting and cybersecurity; Compensation oversees compensation risk; Nominating & Governance oversees governance and independence/conflicts .
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $60,000 | Non-employee director cash compensation for 2024 |
| Policy – Board Annual Retainer | $50,000 | Cash retainer for board service |
| Policy – Committee Membership Fees | Compensation: $10,000; Nominating: $5,000; Audit: $10,000 | Paid per committee; Slaoui not listed on committees |
| Policy – Chair Premiums | Board Chair: $35,000; Comp Chair: $10,000; Nominating Chair: $5,000; Audit Chair: $10,000 | Slaoui to become Board Chair effective July 1, 2025 |
Performance Compensation
| Equity Award Type | Grant Policy | 2024 Grant Detail | Vesting | Strike/Other |
|---|---|---|---|---|
| Director Annual Option | 15,000 options; prorated for new directors; vests monthly over 1 year | Option awards fair value $519,000 (2024) | Time-based per policy | Options priced at fair market value per plan |
| Inaugural Director Option | 15,000 options; vests monthly over 2 years | Applicable to new directors | Time-based per policy | Under 2019 Omnibus Equity Incentive Plan |
- No performance-conditioned equity (e.g., PSUs) or cash bonuses are disclosed for directors; director equity is time-based stock options, aligning value with stock price appreciation .
- Option repricing is prohibited without stockholder approval, mitigating pay-risk red flags .
- Some option awards to officers and certain directors include acceleration upon M&A/change-of-control; terms can provide accelerated vesting if awards are not assumed or upon qualifying termination in connection with a change-of-control .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Slaoui at present; prior public boards include Vaxcyte, Moderna, and Lonza .
- Related-party transactions: The company reports no related-party transactions >$120,000 in 2024 involving directors, officers, 5% holders or family members, other than compensation arrangements .
Expertise & Qualifications
- Ph.D. in Molecular Biology & Immunology; long-tenured vaccine and pharma R&D leadership at GSK; public company board leadership; high-level U.S. government advisory experience (Operation Warp Speed) .
- Brings vaccine portfolio strategy, development, manufacturing, and BD expertise—relevant to Arcturus’ mRNA vaccines and RNA therapeutics platform .
Equity Ownership
| Holder | Common Stock Beneficially Owned (Number) | % Outstanding | Components / Notes |
|---|---|---|---|
| Moncef Slaoui | 22,294 | <1% | Includes 22,294 shares issuable upon exercise of options exercisable within 60 days; excludes 7,500 options subject to vesting |
- Hedging/pledging: Company policy prohibits hedging transactions and pledging of company shares by employees and directors, supporting alignment with shareholders .
Governance Assessment
- Independence and Chair transition: Slaoui is independent and set to assume the Chair role in July 2025—this elevates board oversight capacity with vaccine/commercialization expertise; however, robust committee participation will be important since he is not presently on Audit/Comp/Nominating .
- Engagement: Meets attendance threshold; board met six times in 2024; indicates baseline engagement .
- Pay structure: Director pay skewed toward options (2024 cash $60k; options $519k), providing alignment via stock price appreciation; no director meeting fees; chair premium exists by policy and will apply upon transition .
- Conflicts and RPTs: No related-party transactions disclosed; prior affiliations with Moderna and GSK are historical and not current; insider policies bar hedging/pledging, reducing misalignment risk .
- Shareholder signals: 2024 say-on-pay support was ~94.9%, reflecting positive investor views on compensation governance; compensation consultant engagement is independent (F.W. Cook), and option repricing is prohibited—favorable governance practices .
RED FLAGS: None disclosed in the proxy regarding legal proceedings involving directors; no related-party transactions; no hedging/pledging permitted; monitor Chair transition execution and any future committee reassignments for board effectiveness .